CONFIDENTIAL
TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 


[*****]
INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED
MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.


 


Amendment No. 1 to the Source
Leukocytes and Plasma Agreement
 Between


The American National Red Cross, Penn-Jersey
Region (“ARC”),

and

Macrocure Ltd. (“Macrocure”)


 


WHEREAS, ARC and Macrocure
entered into the Source Leukocytes and Plasma Agreement with an ARC execution date of March 26, 2013 (the “Agreement”);
and


 


WHEREAS, ARC and Macrocure
desire to amend the Agreement as of the day last executed below (the “Amendment Effective Date”).


 


NOW, THEREFORE, in
consideration of the mutual covenants and undertakings contained herein, the parties agree to amend the Agreement as follows:


 


		1.	ARTICLE
                                         2. ACCEPTANCE, Section 2.4.1 the first sentence which reads “Within
                                         two hours (2) hours of delivery to Customer, Customer must notify ARC of its rejection
                                         of BRM for failure to conform to the specifications as set forth in Attachment B and
                                         notify ARC of the circumstances giving rise to the rejection.” is replaced
                                         and superseded by the following new 1st sentence:



 


“Within
two (2) hours of delivery to Customer, Customer must notify ARC of its rejection of BRM for failure to conform to the specifications
as set forth in Attachments B and notify ARC of the circumstances giving rise to the rejection, except for the pathogen testing
results, which depend on the logistic delivery to the responsible ARC National Testing Laboratory and the testing times of deployed
diagnostic methods.”


 


		2.	ARTICLE
                                                                                                                                              6, FEES
                                                                                                                                              AND
                                                                                                                                              PAYMENT,
                                                                                                                                              Section
                                                                                                                                              6.1.2 is
                                                                                                                                              replaced
                                                                                                                                              and
                                                                                                                                              superseded
                                                                                                                                              in
                                                                                                                                              its
                                                                                                                                              entirety
                                                                                                                                              by
                                                                                                                                              the
                                                                                                                                              following:



 


“Beginning
April 10, 2015 all Fees and prices shall increase on April 9th of the contract year at a rate that is in accordance
with CPI.”


 


		3.	ARTICLE
                                                                                                                                              8, TERM,
                                                                                                                                              TERMINATION,
                                                                                                                                              and
                                                                                                                                              SURVIVAL,
                                                                                                                                              Section
                                                                                                                                              8.1



 


		(a)	The
                                                                                                                                                 Parties
                                                                                                                                                 agree
                                                                                                                                                 that
                                                                                                                                                 the
                                                                                                                                                 Agreement
                                                                                                                                                 will
                                                                                                                                                 renew
                                                                                                                                                 for
                                                                                                                                                 an
                                                                                                                                                 additional
                                                                                                                                                 Term
                                                                                                                                                 from
                                                                                                                                                 March
                                                                                                                                                 25,
                                                                                                                                                 2015
                                                                                                                                                 through
                                                                                                                                                 April 25,
                                                                                                                                                 2017.



 


		(b)	The
                                                                                                                                                 second
                                                                                                                                                 sentence
                                                                                                                                                 of
                                                                                                                                                 the
                                                                                                                                                 Section 8.1 which
                                                                                                                                                 reads “The
                                                                                                                                                 Term
                                                                                                                                                 of
                                                                                                                                                 this
                                                                                                                                                 Agreement
                                                                                                                                                 shall
                                                                                                                                                 automatically
                                                                                                                                                 renew
                                                                                                                                                 for
                                                                                                                                                 subsequent
                                                                                                                                                 twelve
                                                                                                                                                 (12)
                                                                                                                                                 month
                                                                                                                                                 terms,
                                                                                                                                                 unless
                                                                                                                                                 written
                                                                                                                                                 notice
                                                                                                                                                 of
                                                                                                                                                 termination
                                                                                                                                                 is
                                                                                                                                                 provided
                                                                                                                                                 by
                                                                                                                                                 a
                                                                                                                                                 Party
                                                                                                                                                 to
                                                                                                                                                 the
                                                                                                                                                 other
                                                                                                                                                 Party
                                                                                                                                                 at
                                                                                                                                                 least
                                                                                                                                                 nine
                                                                                                                                                 (9)
                                                                                                                                                 month
                                                                                                                                                 prior
                                                                                                                                                 to
                                                                                                                                                 the
                                                                                                                                                 then-current
                                                                                                                                                 term.”
                                                                                                                                                 is
                                                                                                                                                 replaced
                                                                                                                                                 and
                                                                                                                                                 superseded
                                                                                                                                                 by
                                                                                                                                                 the
                                                                                                                                                 following:



 


“Either Party shall notify the other the Party
of its desire to renew this Agreement at least nine (9) months before the end of a Term. If a renewal of the Agreement is mutually
desired, the Parties will negotiate to amend the Agreement and if successful, execute an appropriate amendment.”


 


		4.	ATTACHMENT
B



 


Notwithstanding anything
in the Agreement to the contrary, the Parties agree that the following Fees are added to Attachment B  as follows:


 


	SERVICE	DESCRIPTION	FEE
	Donor
    Recruitment	Weekly
    recruitment efforts to recruit up to 10 qualified donors to the blood collection sites. (Successful recruitment is not guaranteed
    as it is dependent upon factors beyond ARC control)	*****
    per week per up to 10 recruited donors
	Red
    Blood Cell Usability Surcharge	Surcharge
    for red blood cell units rendered unusable for transfusion	*****
    per type O  negative unit

***** per unit non O  negative
	AB
    Plasma Surcharge	Blood
    type AB	***** per plasma unit


 


Except as to the terms
amended by this Amendment, all other terms and conditions of the Agreement, including all amendments, attachments, and addenda
thereto are declared by the parties to be in full force and effect, and, except as otherwise provided in this Amendment, all defined
terms used in this Amendment shall have the meanings set forth for such terms in this Amendment.


 


SIGNATURE PAGE
TO FOLLOW






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IN WITNESS WHEREOF,
the parties have caused this Amendment to be executed by their duly authorized representatives as of the day and year written
below.


 


	MACROCURE
    LTD.	 	The American National Red Cross
 Penn-Jersey Region
	SIGNATURE:
     	/s/ David
    Ben-Ami	 	SIGNATURE:
     	/s/ Robert Kessler
	NAME:	David
    Ben-Ami	 	NAME:	Robert Kessler
	TITLE:	Chairman	 	TITLE:	CEO
	DATE: 	April
    17th	 	DATE:	4/23/14
	ADDRESS:	 	 	ADDRESS:	 




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